Our Constitution

CONSTITUTION (as amended through January 24, 2007) Article I. NAME The name of this organization shall be Community Free Democrats, Inc., hereinafter referred to as “the Club.” Article II: DISTRICTS The Club Districts shall be the 67th and 69th Assembly Districts, their successor districts, or such other Assembly Districts or parts thereof as the Club membership may decide from time to time. Article III: PURPOSE Section 1. The Club is a political club for the West Side community. Section 2. The purpose of the Club is to mobilize that community: (a) to serve the needs of the community; (b) to promote and organize progressive opinion on local, state and national issues; (c) to democratize the political process and encourage popular involvement in it; (d) to make the Democratic Party an effective vehicle for peace, progress and social justice; and (e) to promote candidates for public and party office dedicated to peace, progress and social justice. Article IV: MEMBERSHIP AND VOTING Section 1. Any person who subscribes to the purposes enumerated in Article III, and is not a registered member of any political party of the State of New York other than the Democratic Party may become a member of the Club. Section 2. Members who are over 12 years old and who reside in the area bounded by 59th Street and 125th Street, Central Park West/Frederick Douglass Boulevard and the Hudson River, or in the 67th or 69th Assembly districts or their successor districts shall be “Voting Members” of the Club, provided however that any Voting Member who resides within the above described district and subsequently moves out of the district, shall retain their status as a Voting Member. The provision of this section shall not act to revoke the voting status of members in good standing as of the date of the adoption of this Constitution. Any member who resides outside the above described district but wishes to become a Voting Member of the Club may seek a waiver of the residency requirement by majority vote of the Board of Directors. Section 3. Membership shall run January 1 to December 31. A person joining the club for the first time, if paying membership dues after October 1, shall be considered a member in good standing for the remainder of that year and for the following year. Club members who have not paid their dues for one or two years may opt for immediate reinstatement as members in good standing by paying the unpaid and current membership dues, or they may pay current membership dues only and follow the requirements and procedures for joining the Club as though they were new members. Club members who have not paid their dues for three or more years shall be considered lapsed members and required to follow the requirements and procedures for joining the Club as though they were new members. Section 4. The membership shall establish and may change from time to time the rates and dues to be paid annually by every member. Section 5. The Board of Directors shall have 60 days in which to reject any application for membership by a majority vote. Any such rejection of an application for membership can be overridden by a majority vote of the club membership. Section 6. A Voting Member of the Club, as defined in sections 4 and 7, may vote on endorsements, elections or proposed amendments to the Constitution 60 days after initially joining the Club, provided are in good standing with regard to the rules on dues payment and the other rules in this Article IV. Section 7. No person shall be considered a Voting Member of this Club who has voted in any matter within the past 60 days or is otherwise considered a Voting Member in any other district-based political club or who has run for or been appointed to any public or party or club office including judicial delegate or alternate judicial delegate or member of the Democratic county committee at any other district-based political club within the last year, except that any member to whom this rule applies who resigns their voting membership in their former political club may seek a waiver of this section by majority vote of the Board of Directors. − 2 − Article V: OFFICERS Section 1. The officers of the Club shall be the President, the Vice President for Communications, the Vice President for Programming and Events, the Vice President for Membership and Public Outreach, the Recording Secretary, the Corresponding Secretary, the Treasurer, the Fundraising Director and the Political Leaders. All officers and delegates elected or endorsed by the Club must be Voting Members of the Club as defined in Article IV Section 2. Section 2. The President, consistent with other provisions of the Constitution, shall: (a) preside at all meetings of the Membership and of the Board of Directors; (b) prepare the agenda for such meetings; (c) serve as the sole representative and spokesperson of the Club. This provision shall in no way limit the authority and responsibility of the Political Leaders to carry out their duties and serve as representatives of the Club; (d) exercise such powers and carry out such tasks as may be assigned by the Membership; (e) work with the other officers and Political Leaders in executing the policies and programs of the Club; (f) appoint a Parliamentarian and a Sergeant-at-Arms from among the elected members of the Board of Directors; (g) create committees with the consent of the Board of Directors and appoint the officers of all standing or ad hoc committees other than as specified herein. Section 3. The Vice Presidents shall assist the President and the Political Leaders in carrying out their duties and shall perform such other functions as specified herein: (a) The Vice President for Communications shall chair the Communications Committee and shall be responsible for the publication and dissemination of Club information and publicizing Club events, meetings and functions through the Club newsletter, website, email and all other communications with the Membership in accordance with the policies established by the Board of Directors and the Membership. (b) The Vice President for Programming and Events shall chair the Programming and Events Committee and shall be responsible for arranging guest speakers, public fora and special events in accordance with the policies established by the Board of Directors and the Membership, and shall preside over Membership meetings in the absence of the President. (c ) The Vice President for Membership and Public Outreach shall chair the Membership and Public Outreach Committee and shall be responsible for recruitment of new Club members, retention of existing and lapsed Club members, organizing voter registration efforts, establishment of relationships with other community organizations and coordination of other public service activities, and shall preside over Board of Directors meetings in the absence of the President. Section 4. The Recording Secretary shall take minutes and maintain records of all Membership, Board of Directors and other meetings, which shall be available for inspection by any member upon 72 hours notice. The Secretary shall record and maintain records of the attendance at board meetings and of results of all club elections, endorsements and other voted decisions. The Recording Secretary shall serve as a member of the Communications Committee. Section 5. The Corresponding Secretary shall handle correspondence including such notices and the conveying of Club policies as the President, Vice President for Communications, Board of Directors, or Membership shall direct. The Corresponding Secretary shall serve as a member of the Communications Committee. Section 6. The Treasurer shall oversee the financial affairs of the Club and the maintenance of the Club membership list, and shall regularly report to the Board of Directors as to the financial condition of the Club. The membership records and lists shall be made available only to the officers and Political Leaders in order to allow them to fulfill their Club responsibilities. The Treasurer, in conjunction with the Legal Compliance Committee Chairperson, shall cause the Club to file all legally required disclosure statements with all Federal, State and local governmental agencies, including (as applicable) the Internal Revenue Service, the Federal Election Commission, the New York State Board of Elections, the New York City Board of Elections and the New York City Campaign Finance Board. Club expenditures shall be subject to the following requirements. No check shall be issued in the name of the Club except with the signatures of two of the following Club officers: President, Vice President for Communications, Treasurer. No expenditure above $100.00 (one hundred dollars) that is for a project or campaign that has not been previously endorsed or approved by the Club shall be made without the explicit approval of the Board of Directors; this rule shall not apply to the expenditures necessary for the standard operating procedures of the Club. − 3 − Section 7. The Fundraising Director shall chair the Fundraising Committee and be responsible for the Club’s major fundraising events and supplementary fundraising efforts in accordance with the policies established by the Board of Directors and the Membership. Section 8. The Political Leaders are those Voting Members of the Club, who are endorsed as the Club’s candidates for the position of Democratic District Leaders. Such persons shall remain Political Leaders of the Club until their successors shall have been duly endorsed, or until the term to which they were elected as District Leaders shall have expired, whichever shall occur later. The Political Leaders shall work at the local, state and national levels to further and to represent the purpose, policies and programs of the Club, and provide appropriate political leadership for the Club and the community. Article VI: THE BOARD OF DIRECTORS Section 1. The Board of Directors shall consist of all of the Officers of the Club as specified in Article V, Section 1, all elected public officials and members of the Democratic State Committee who are Voting Members of the Club and who have been endorsed by the Club in their most recent election to the office which they are currently holding, the Club’s delegates to those organizations of which the Club is a member or an affiliate and twenty-five (25) Club members at large. (a) The chairperson of each Standing Committee of the Club, if not already a voting Board Member, shall be an ex-officio non-voting Member of the Board of Directors. Section 2. All legislative and policy making power shall be vested in the Membership. The Board of Directors may exercise the powers of the Membership in between meetings of the Membership, subject to limitations as follows. The Board of Directors: (a) may not endorse or retract a club endorsement; (b) may not elect or remove officers of the Club except as provided in Article XI; and (c) may be overruled or reversed in any action by the Membership. At every Membership meeting, the President shall report to the Membership on all Board of Directors actions taken since the last Membership meeting. Subject to the other provisions in this Constitution, Board of Directors actions shall have the same force and effect as Membership actions. Section 3. The Board of Directors shall: (a) propose such policies and motions as they deem necessary for consideration by the Membership; (b) recommend items for the Membership meeting agenda; (c) set policy and act on behalf of the Membership in those instances where the President deems it necessary to do so due to time constraints; (d) accept the reports of committees and officers in a timely manner and make recommendations for the execution of Club operations; (e) reject the President’s report on committee establishments as detailed in Article VII; (f) establish policies for the release and distribution of club materials including but not limited to policies for distribution of information to the Membership on behalf of other parties, including candidates, prospective candidates and advocacy organizations. Section 4. Each At-Large Member of the Board shall serve and actively participate on at least one Standing Committee, shall gather a minimum of thirty (30) designating petition signatures on behalf of candidates endorsed pursuant to Article X (unless such member of the Board is affected by a disability which in the reasonable judgment of the President makes such member unable to gather such signatures) and shall regularly attend meetings of the Board and the Membership. Any Members of the Board who fail to attend four meetings of the Board over the course of one year without just cause for their absence or who fail to meet the other requirements set forth herein shall automatically be removed from the Board, subject to review of this action by the Board. Section 5. In the event of a vacancy in the office of Board Member At-Large, the person who received the highest number of votes in the previous annual Board elections, who was not elected, shall be elected to the Board to serve out the remainder of the term until the next annual Board election. Article VII: COMMITTEES AND PROJECTS Section 1. The President shall establish, with the review of the Board of Directors, such standing, special and ad-hoc committees as shall be deemed necessary for the function of the Club. − 4 − Section 2. The President shall appoint all officers of Club committees. Section 3. The President and Vice Presidents shall be notified in advance of all committee meetings. Section 4. The following standing committees shall be established: (a) The Membership and Public Outreach Committee (b) The Fundraising Committee (c) The Judiciary Committee (d) The Public Policy Committee (e) The Communications Committee (f) The Programming and Events Committee (g) The Legal Compliance Committee Section 5. All members of Club committees must be Club Voting Members who are eligible to vote in the Club according to the guidelines of the Constitution. Article VIII: BOARD AND MEMBERSHIP MEETINGS Section 1. Membership meetings may be called at any time by the President or the Board of Directors, and must be held within fifteen days upon receipt by the President or Recording Secretary of a written petition of fifteen members. There shall be a total of at least 8 membership meetings each year, to be held no less frequently than once every sixty days. Section 2. (a) Written notice of all Membership meetings, including a copy of the proposed agenda, shall be transmitted by postal and/or electronic mail to all Members at least seven days prior to the date of such meeting. (b) The agenda for all Membership meetings shall be prepared by the President. Any item may be added to such agenda by the Board of Directors, a Political Leader, or by written petition of five members submitted at least twelve days prior to the date of said meeting. Any item may be added to such agenda by majority vote of the voting members present at the convening of the meeting. Section 3 (a) The Board of Directors shall meet at least ten times each year on such regular dates as the Board of Directors shall determine at its first meeting following its election every year. The President may, for good cause, change the date of a particular meeting. (b) Written notice of all Board meetings, including a copy of the proposed agenda, shall be transmitted by postal and/or electronic mail to the Board of Directors at least three days prior to the date of such meeting. (c) Special meetings may be called at any time upon at least twenty-four hours’ notice by the President or a Political Leader or by written petition of seven members of the Board of Directors. (d) The agenda shall be prepared by the President and any item may be added by a Political Leader or by one third of the members of the Board of Directors present and voting. Section 4. All Membership and Board of Directors meetings shall be open to the public, provided, however, that the Board of Directors may, by two-thirds vote of those present and voting, go into Executive Session for the specific purpose or purposes stated in such resolution. Section 5. Except as provided otherwise in this Constitution, all questions decided by the Membership or Board of Directors shall be by majority vote of the Members of the respective body present and voting. Each Member shall have one vote, to be cast in person and not by proxy. Section 6. Except as provided otherwise in this Constitution, all Membership, Board of Directors and committee meetings shall be governed by Roberts Rules of Order Newly Revised latest edition. Section 7. For the purpose of establishing a quorum, a quorum of the Board shall be 15% of the Board’s Voting Members. A quorum of the Membership shall be 15% of the Voting Members, or twenty Members, whichever being the smaller number of persons. Article IX: ELECTIONS − 5 − Section 1. The Club officers with the exception of Political Leaders, and the members at large of the Board of Directors shall be elected at the Annual Election Meeting, which will be held in February of each year. Section 2. Nominations for officers and Members-At-Large of the Board of Directors may be made and seconded by any member at the Membership meeting preceding the Annual Election Meeting. Prior to or within ten (10) days following any Membership meeting where nominations are made, each nominee must consent in writing to stand for the office for which nominated and to accept the requirements of Article VI, Section 4 of this Constitution; the President and the Recording Secretary shall make due effort to contact any nominee who is unaware of such nomination and the President shall have the authority to waive the ten (10) day requirement for exceptional circumstances. Section 3. Written notice shall be transmitted by postal and/or electronic mail to all Members at least two weeks in advance of all nomination and election meetings. Section 4. All persons nominated for election to Club shall have an adequate opportunity to address the Membership prior to the close of balloting. Section 5. The election shall be by secret written ballot, with the names of all candidates printed on the ballot. Provision shall be made for write-in voting. In the event that there are more than two candidates for any officer, voting shall be by preferential ballot, with the candidate receiving the fewest votes on each count being dropped, until one candidate attains a majority of the votes. In the event of a tie vote, a special election shall be held at the same or the next Membership meeting to fill the position from amongst those candidates who are tied for the highest number of votes. The election of the At-Large Board Members shall be held by the casting of ballots for as many positions as are vacant in each category. The person receiving the highest total number of votes for each category shall be elected, with all vacancies being filled by descending order of total votes received. Section 6. Any candidate nominated to serve as an officer shall automatically be nominated for Member-At-Large of the Board of Directors. Section 7. Upon demand of any two Members, ballots shall be secret. Article X: ENDORSEMENT OF CANDIDATES Section 1. The Membership may endorse candidates for any Democratic Party office, or for the Democratic nomination for any public office, or candidates of any party in the general election, provided that such endorsement is included in the agenda for the meeting and the notice announcing the meeting. Section 2. Any Member may nominate or second any legally qualified candidate for endorsement. Section 3. Upon demand of any two Members, ballots shall be secret. Section 4. The candidate for any particular office who obtains a majority of the vote cast for that office shall be endorsed by the Club. In the event that there are more than two candidates for any office, voting shall be by preferential ballot, with the candidate receiving the fewest votes on each count being dropped, until one candidate attains a majority of the votes. “No endorsement” shall also be an option. Section 5. Notwithstanding the foregoing, the Membership may determine other procedures for endorsing, in conjunction with other political organizations, candidates for office in political subdivisions larger than the Club’s area. Section 6. Prior to any endorsement vote, a vote shall first be taken as to whether or not an endorsement vote should be taken for the office in question at such meeting. Section 7. Candidates for the Democratic Party office Member of the County Committee shall be endorsed by the Political Leaders in the District concerned where the Political Leaders have been endorsed by the Club. Where the Political Leaders are not the endorsed Political Leaders of the Club, endorsement of candidates for the County Committee shall be made by the President with the approval of the Board of Directors. Section 8. No CFD Member shall use the Club’s name in any political endorsement in contradiction of the endorsement of the Club. − 6 − Article XI: REMOVALS AND VACANCIES Section 1. The removal of any officer, for just cause, may be proposed by a petition enumerating the reasons believed to justify such removal signed by a majority of the Board of Directors or by a sufficient number of Members to constitute a quorum, and submitted to the President or Recording Secretary. The officer in question shall be given at least fifteen days’ written notice, by certified mail, of the time and place of the Membership meeting which shall be called to consider the petition. A two-thirds vote of the Voting Members present and voting shall be required for removal. Section 2. If the office of President shall become vacant, the Board of Directors shall choose one of the Vice Presidents to be acting President until a Membership meeting held within sixty days, at which time a new President shall be elected. Section 3. If any other office, except Political Leader, shall become vacant, it shall be temporarily filled by vote of the Board of Directors, until a Membership meeting held within sixty days, at which time a successor shall be elected. Section 4. Officers elected by the Membership to fill vacancies shall serve until the next Annual Election Meeting, or until their successors shall be elected. Section 5. If a vacancy shall occur in any office, except that of Political Leader, within sixty days of the Annual Election Meeting, it shall be temporarily filled as provided in sections 2 and 3 of this article, but no Membership meeting shall be held to elect a successor as provided in sections 2 and 3 of this article. Article XII: BY-LAWS AND AMENDMENTS Section 1. The Membership may from time to time adopt and amend by-laws to implement this Constitution by majority vote. Section 2. This Constitution may be amended by a majority vote of the Membership present and voting at a membership meeting; provided, that such amendment is proposed by the Board of Directors or by written petition of twenty Members prior to the vote on the amendment, and that fifteen days written notice be given to the Members prior to the vote on the amendment. Article XIII: Implementation Section 1. This Constitution shall take effect immediately upon its approval by a majority vote of the membership present and voting at a Membership meeting; provided, that this Constitution is proposed by the Board of Directors or by written petition of twenty members prior to the vote, and that fifteen days written notice be given to the members prior to the vote on this Constitution. Section 2. All officers of the Club serving at the time of the effective date of this Constitution shall serve out the remainder of the corresponding term of office until the time of the next annual election or the creation of a vacancy according to the provisions provided for in this Constitution. − 7 − Proposed Standing Rules For consideration by the Board of Directors and the Membership upon the adoption of this Constitution: (1) Voting Rights A member who is in arrears in the payment of Club dues shall not be permitted to participate as a Voting Member or otherwise vote on Club business until such member is reinstated pursuant to the second sentence of Article IV, Section 3 or has rejoined the club as if a new member pursuant to the third sentence of Article IV, Section 3. However, between January 1 and prior to the Annual Election Meeting of any year, a Voting Member from the preceding year shall be permitted to vote even if current dues have not been paid. (2) Opening and Closing of Ballot Boxes For any Membership meeting in which a vote is to be taken which requires prior notice, the ballot boxes shall open no later than 15 minutes after the scheduled starting time of the meeting and close no earlier than 9:30 p.m. or 10 minutes after the last candidate or speaker on any issue has spoken, whichever is later. The time for the opening and closing of the ballot boxes shall be set forth in the notice of every meeting for which a vote is scheduled. (3) Endorsements (a) A candidate who is endorsed for a Democratic primary and wins that primary becomes the Club’s endorsed candidate for the election. (b) If the Club’s endorsed candidate loses the Democratic primary, then the Club may have another endorsement vote for the election (for that position). (4) Ryan Pledge All candidates seeking the endorsement of the Club for the position of District Leader or member of the Democratic State Committee shall pledge to resign from any patronage political employment if elected and shall pledge not to accept any patronage political employment while serving as District Leader or member of the Democratic State Committee.